All Over Me
by hunnyfresh
Summary: When Emma is asked to give Henry music lessons to distract him from his fairy tale obsession, a certain mayor becomes enthralled by the blonde.


**Disclaimer: I do not own Once Upon a Time or any recognizable characters. I do not own any of the songs presented within this story. **

**AN: I'm back so soon! So as a reward to my 100th reviewer on Henry's Gift (you should check it out if you haven't already), JMolover13, I gave her the opportunity to give me a prompt, and she did so. The prompt was given to her and was originally SnowQueen, Emma writes a song (might have been a typo in writing Snow, we're not sure), but I asked her and I changed it to SwanQueen because they are amazing and awesome. The songs mentioned in the story are _Iris_ by the Goo Goo Dolls (youtube - /watch?v=B8UeeIAJ0a0) and _All Over Me_ by Lindsey Harper (youtube - /watch?v=Ej4OKZFlcss) from the awesome movie Loving Annabelle. The link is also an amv of the movie, so two birds with one stone. Check out that movie. Slightly song-fic near the end, but not really. I hope this meets your expectations, JMolover13. Happy reading!**

* * *

When it came to Emma Swan, very little was known about her and her past. She didn't like to reveal too much about her since revealing little fun facts to others generally established some form of roots. Although being tied down to anything scared her, she found that settling down in Storybrooke wasn't such an absurd idea after all. So when the mayor approached her with the idea that the only way she could spend time with Henry was in a setting that did not encourage the notion of fairy tales or evil queens, Emma jumped at the chance to offer to teach Henry music. Guitar specifically. The arch of Regina's eyebrow made Emma shrug and stuff her hands in her pockets, admitting sheepishly that she could play.

Emma had never admitted that fact to anyone, and to have that first admission be confided to Regina Mills made her dig her hands in her pockets even further. That was the effect Regina had on the Sheriff. Emma had no control whenever Regina would catch her gaze with her deep brown eyes, and sometimes, Emma could have sworn Regina felt the same energy. Regardless of the fact of their undefined, civilized, borderline flirtatious interactions, Regina had been the one to approach Emma on the opportunity to spend time with their son.

It was that reason why Emma found herself knocking on the mayoral mansion with the guitar case she had stashed away under her bed before Mary Margaret had noticed it. She knew she was a pretty good player and had the voice to boot, but she didn't let anyone else know that. God forbid, Regina insist on sitting in on her session with Henry. She didn't need an audience, but a part of her wondered that maybe a little music would ease the frigidness within the mayor.

Regina opened the door, sighing with contempt. "Sheriff."

"Madame Mayor," Emma nodded once before stepping into the foyer.

"So you weren't lying when you said you owned a guitar," Regina said taking note of her case. "Here I thought you were fabricating stories just to steal time with my son."

Emma rolled her eyes, but before she could respond, Henry had trudged down the stairs with an acoustic around his neck and a grin on his face. "Hey, Emma! Ready for our lesson?"

Emma grinned and nodded. "As long as you are."

Regina watched annoyed as her son gave Emma the loving and adoring gaze he had once given her not too long ago. She cleared her throat and motioned for the two to take up the living room where Regina could conveniently spy on them from her office.

* * *

"There you go, now you're getting it," Emma congratulated the ten year old as he furrowed his brow in concentration, strumming the strings as instructed.

With each scale that he did, Emma softly played her own guitar simultaneously to help him get the hang of it. Henry looked up from playing and tilted his head. "When can I play a real song?"

Emma chuckled softly at his eager and impatient face. "You'll learn a full song when you master your scales."

She smirked at the pout the boy threw her way before he continued his concentration on perfecting the notes.

* * *

Emma had been lost in thought when she heard the familiar clicking noise of heels hitting the tile floor. She quickly diverted her thoughts away from the latest questionable mayor interaction where Regina had bumped into Emma at Granny's, effectively spilling the blonde's hot chocolate. Of course, Regina had a snarky comment to say about Emma having so much chocolate every day, but the message became mixed when Emma found a new cocoa sitting on her desk when she entered the station.

She kept her head buried in her paperwork as Regina stood in the doorway of her office. "Sheriff."

Emma looked up. "Mayor Mills, didn't see you there. What did I do now?"

Regina kept her eyes on the sheriff with her predatory smile plastered on her face as she walked in front of Emma's desk. "It seems as if Henry's taken quite a liking to your music lessons with him. He's been practicing every night since your first lesson."

Emma grinned and leaned back into her chair. "He's a bright kid. He picks up pretty quickly. You raised him better than I could."

Was that a compliment? Regina's gaze faltered momentarily before she looked back to the blonde who remained absolutely serious. It was very rare the mayor was at a loss for words.

"Seriously," Emma began, "as much as he talks about the whole fairy tale thing and calling you the 'evil queen', you did a real good job at raising him. And by yourself, no less. You must have had a really good mom to show you."

The sheriff didn't notice that Regina's eyes had flashed at the mention of the 'evil queen' or how her expression spaced out at the idea of Regina having a 'good mom', as Emma put it. Regina scoffed and winced internally. She swore she would never be like the woman. The snapping of Emma's fingers drew Regina away from her darker, private thoughts.

"You okay?" Emma asked. She had moved to stand in front of Regina, and it seemed as if the mayor was just registering her presence. The mayor quickly masked her expressions and put on her best politician smile. "Of course I am, dear. I actually came here to extend a dinner invitation."

"Oh?" The blonde looked surprised.

"Henry has been begging me to allow you over for dinner after his lessons, and to be honest, his good mood has become quite infectious." Regina leaned in ever so slightly, just touching Emma's personal space. "What do you say?"

A whiff of Regina's scent flooded Emma's senses. She smelled of apples and vanilla, and for a second, Emma swore she could taste it. It was intoxicating, and as a result of a sensory overload, Emma just nodded dumbly. Regina leaned back smiling. "Perfect. We'll see you tonight."

* * *

Regina scurried around her kitchen in an attempt to prepare a perfect meal. She had no idea why she was worried about what Emma thought of her cooking, but there was something in the back of her mind that wanted to impress – no, display her amazing culinary skills proving that she was the better mother. Popping the chicken parmesan into the oven, Regina fluffed out her hair mentally checking off a to-do list in her head.

The sound of a shaky guitar sounded throughout the house, and Regina couldn't help but shake her head in an amused grin. She wasn't lying when she told the sheriff that Henry had been practising his playing constantly. As soon as he finished his homework, he immediately ran to his room to pick up his guitar and strum out chords that Emma had taught him. Over the last month or so, Henry had improved progressively, moving from doing his basic scales to being able to play 'Happy Birthday'. When he wasn't looking, Regina would stand in his doorway with his back to her as he sat on his bed strumming and mumbling instructions to himself. The look of concentration and determination on his face made her so proud that he was putting his creativity to good use.

However with this less than perfect rendition of a song, there came another voice softly singing the lyrics. That wasn't Henry's voice, Regina thought as she untied her apron, draping it onto a wall mount and quietly making her way to the living room.

She creeped her head out enough to see her son and his other mother sitting on the sofa on opposite ends, both with their guitar strapped around their necks as Henry looked down at his, making sure he was fingering the instrument properly and strumming in time with the metronome. Emma watched his hands intently, making sure he was doing it correctly as she continued to sing. "_And I don't want the world to see me. 'Cause I don't think that they'd understand. When everything's made to be broken. I just want you to know who I am._"

When Henry strummed the final chord, he looked up and grinned widely at Regina. "Did you see me, Mom? I played a full song!"

Emma turned to see Regina standing in the entrance. A blush formed on the blonde's cheeks at being caught singing. Emma didn't hate her voice, but she wasn't a fan at unexpected audiences. The mayor strolled into the room with a matching grin on her face. "I did. You play so well, dear."

Regina kissed her son on the head as Henry showed his mother all the new chords he learned how to play, even indulging the mayor in playing the intro of _Iris_. Emma smiled at the picture of the brunette pair sharing a mother/son moment. She hadn't seen them so close since the mine incident. Removing her guitar, she grinned to herself at seeing how happy the mayor was that Henry had started calling her "Mom" with affection again and was genuinely being nice to her. It was worth it to see Regina that happy, and a part of Emma felt a little smug that she had a hand in putting a smile on the controlling mayor's face.

Regina laughed when Henry attempted to go into the second verse. She gently placed a hand on his to stop him. "Emma must be starving from the lessons. Perhaps we should give her a break and have some dinner?"

If the boy was happy before, he was ecstatic now. "She's staying for dinner?"

Regina nodded and saw that Emma threw him a sheepish nod as well. The wind was momentarily knocked out of Regina when two small arms wrapped tightly around her waist. "Thank you, thank you, thank you."

Regina hugged her son tightly for the first time in a long time. She couldn't remember the last time Henry had hugged her so affectionately and so willingly. It made her heart ache for all the evil that was in her heart. She kissed his head again before reminding him to wash up for dinner.

When the boy was out of the room, Emma stood, placing her guitar back in its case. She turned her head when she heard the mayor speak. "I wasn't aware you could sing."

Emma blushed again. So she _had_ heard. "Storybrooke isn't really famous for its karaoke bars."

Regina crossed her arms, not in a power stance as Emma was so used to, but in a protective one that made the mayor look vulnerable. "Thank you, for Henry."

Emma straightened, eyeing Regina curiously. Even in an exposed state with hope and fear in the brunette's eyes she still looked beautiful. Emma internally hit herself for such thoughts. No need to go and ruin a good thing. Instead, she replied with, "You're welcome."

* * *

Henry had chatted all throughout dinner, expressing how good he was getting and what songs he wanted Emma to teach him next. What used to be cacophonous noise turned into decent music, and both mothers couldn't have been more proud. Secrets of Operation Cobra and fairy tales were becoming topics of conversation fewer and far between. He never completely let go of it, of course, especially on days when Regina would scold him for leaving his shoes on the stairs or for skipping school to see Emma.

When the boy bid his mothers goodnight, both getting a hug and a kiss, Emma turned to help Regina clear the table. After a moment of companionable silence, Emma looked to the mayor with both wine glasses in her hands. "You called me Emma."

Regina halted her movements of putting the leftovers in the fridge. "Excuse me?"

"Before, when you called us for dinner. You called me Emma."

Regina finished her action and turned towards the blonde, leaning against the appliance. "Well, that is your name."

Emma smirked. "No more Ms. Swan?"

"If it's such an inconvenience to you, perhaps I'll continue using formalities," Regina said airily.

Emma topped their wine glasses, handing one to the brunette and remaining within a step of her. She whispered boldly, "I like it when you say my name."

With that the blonde exited the kitchen, grinning into her glass. She didn't miss the flushed look on the mayor's face.

* * *

Regina found Emma in the living room, gathering the music notes and metronome and putting them in her bag. The mayor just watched Emma for a moment, appreciating the purposeful yet graceful movements of the sheriff. She lingered on her lower back where her tank top had ridden. Regina quickly caught herself just in time to meet Emma's gaze as she turned. "Where did you learn how to play?"

Emma raised an eyebrow. The wine must be getting to their usually uncaring mayor for her to be asking about something personal. Emma sat when Regina took residence upon the couch, only a throw pillow separating them. "A foster brother, actually. When I was eight, he used to let me play with it to keep me busy and away from him. Guess he got tired of me just strumming it recklessly and actually taught me the notes."

Regina nodded, listening to the blonde's words. She drained the rest of her wine and sat up to place it on her table. When she sat back down, the throw pillow only got in the way.

Emma noticed their close proximity and swallowed hard. "Your turn."

The mayor tilted her head in a confused manner. "I beg your pardon?"

"I shared a story. Now it's your turn to share one," Emma explained obviously. "Tell me something about you."

"Now why would I tell you that, Ms. Swan?" Regina asked curtly.

"Ah," Emma said, placing her own wine glass next to Regina's. "We're back to formalities now? Cut the crap, Regina. Just tell me a story."

Regina looked lost in thought for a moment. Perhaps it was the alcohol, or maybe she just allowed her walls to fall down when Emma was around, but she found herself trudging down memory lane in an attempt to find a suitable fact to share. However, the further she walked along that path, the darker it became.

Emma watched as the mayor's eyes clouded over. She scooted closer and placed a hand on Regina's bare knee, a few fingers touching the hem of her business skirt. "Regina?"

"I didn't have a good mother," Regina admitted, her expression still far off in the distance.

That was not what Emma expected to leave the mayor's mouth. She remained quiet when Regina continued to speak. "She was cruel and evil –" she laughed coldly. "Like how Henry thinks I'm evil."

Emma moved closer still, using her free hand to tug the brunette's face to look at her. "You're not evil. And you are not like your mother."

Regina moved her head out of the blonde's grasp, concentrating on holding back tears. Her voice was so timid that Emma was surprised it came from Regina. "You have no idea what she was like. Whenever I didn't meet her expectations, which was all the time, she would –"

Regina stopped herself and attempted to remove herself from the hold Emma had on her, but the blonde held on tighter. How could such a powerful woman have such an abused past? Emma shook her head at Regina's movements and pulled the older woman into her, pressing Regina's head into her neck and stroking her short hair soothingly. "You're already a better mother than she ever was. Henry wouldn't be the same if he wasn't your son."

Regina shuddered and felt her body submit to Emma's hold, their bodies molding as Emma pressed her as tight as possible in her hug to protect Regina from the memories of her mother. Regina felt safest in that moment, Emma's arms wrapped around her, whispering words of hope.

A moment passed before Regina lifted her head, her gaze focused solely on Emma's eyes before moving gradually to the lips she had wanted to indulge in for the longest of times. She almost lost control of herself when Henry was trapped in the mine and had automatically gravitated towards Emma to seek comfort and safety. But this time, this time her inner struggle called a momentary truce as her brain allowed her one moment of sweet desperation.

But it wasn't she who leaned in. Emma noticed the mayor's eyes drop to her lips and took that as a sign of admission when she leaned in capturing Regina's lips.

Regina responded automatically, her palm coming up to press against Emma's cheek as the blonde deepened the kiss, finding every groove within the mayor's mouth with her skilled tongue and swallowing Regina's moans.

The mayoral side of Regina was not up for the task of submitting, and quickly, the brunette began her own assault on the sheriff's mouth. Hands roved over and under articles of clothing, lips were nibbled on and hair was mussed. It wasn't until their lungs were screaming for oxygen did Emma reluctantly pull away, placing a soft kiss on the mayor's panting lips.

Regina's mind had effectively turned to goo in the minutes she had indulged herself with Emma Swan. When the sheriff placed a tender kiss on her lips, Regina glanced up expecting see Emma's lust-filled eyes. She didn't find them. She found something far scarier. Emma's green eyes were clouded with adoration, and to Regina's fear, love. No, Emma couldn't love her. She was too damaged. She allowed herself the one moment of weakness, but if she truly cared for this woman, she would keep her away.

Emma pressed their foreheads together and whispered quietly, "Feel better?"

Not trusting herself to speak, Regina merely nodded.

Emma grinned and kissed Regina tenderly on the lips again. If Emma did that one more time, Regina was sure her plan would come undone. Emma sighed sadly. "It's getting late. You probably don't want Henry asking questions if I stay."

Regina remained quiet and stood when Emma began gathering her belongings. She returned a forced smile when Emma grinned at her before exiting the mansion. The mayor slumped against the wall, pressing a hand to her forehead. She couldn't hurt Emma. Henry was right, she was evil. Coming out of its own accord, Regina let out a breathy sob at the prospect of yet another happy ending being ripped away from her.

* * *

Regina was avoiding Emma, and the sheriff couldn't figure why. It had been a week since they shared their passionate kiss – more like make out, Emma snorted – and in that time, Regina would step out whenever Emma arrived for Henry's music lesson and she had even stopped harassing the sheriff station like she used to do every other day. If matters were pressing, the mayor would send someone with files or messages for Emma. It aggravated her. She couldn't fathom what was going on in the older woman's head. Did she regret the kiss? She sure as hell didn't kiss like she did. Maybe it was a moment of passion. Like hell, they'd been having eye sex way before they made out. Emma knew it could only be one thing.

The mayor was scared.

* * *

Regina descended the stairs from her bedroom where she had holed herself up in an effort to avoid Emma. It took the mayor a full hour to realize that Emma wasn't scheduled to come over today. She stepped into the kitchen and donned her apron, looking through the fridge and pantries deciding on what meal to make.

She heard the door open and slam shut, and a quick "Hey Mom!" from Henry as he ran up the stairs.

"Walk, Henry!" She called out uselessly as the boy was already in his room.

Regina shook her head when she heard _Iris_ playing from her son's bedroom. He had completely mastered the song and now played it on a continuous loop. Her thoughts wandered with the melody of the song. Unfortunately for the mayor, her thoughts traveled to Emma, as it usually did as of late.

She recalled the feel of Emma's lips against hers, her words whispering encouragements and her hands clutching her as if she were her beacon. Never had Regina felt so wanted, so loved. The sound of the blonde's voice sounded softly as she struggled to remember what Emma sounded like when she sang, but the guitar had gotten louder.

Regina squinted as she listened. Did Henry learn a new song? She removed the apron and stepped into the hall where the music was emanating from. It didn't come from Henry's bedroom. In fact, it came from the living room.

A soft contemporary tempo played on the acoustic as she got closer and closer to the living room. It was then she heard the all too familiar voice of the sheriff singing.

"_In the space between what's wrong and right,_

_You will find me waiting for you._

_All your fortresses go down in the night_

_To the dawn I'll see you through."_

Regina stepped through the open concept of the living room finding Emma standing in the middle of the room, strumming her guitar expertly and gazing at Regina as if she knew that was the exact spot she would stand. Her intensity continued as she sang.

_"'Cause I know, that you know,_

_ You're all over me now._

_ And it's clear, it will show,_

_ Your curtains will close._

_ But if your heart is cold, _

_My sheets are warm._

_I will shelter you through the storm._

_ I will shelter you all through the storm."_

Regina's mouth parted as she took in the words. Emma was promising herself to her. She was promising to protect her. And she meant it. Regina knew she shouldn't allow it, but as Emma kept singing, her resolve began to crumble.

All through the song, the sheriff held Regina's gaze. She slowly made her way over to Regina until they were inches apart. Finally the song slowed down and Emma stopped strumming as she sang the final lines.

_"In the space between what's wrong and right,_

_ You will find me waiting for you."_

Regina remained rooted to her spot, her arms clutching herself as she fought a losing battle in her head. Emma removed her guitar and stepped towards the mayor, slowly reaching out to hold her sides. "I'm scared too. I'm no good at relationships, and we both have some messed up skeletons in our closet, but I want to help you clean yours out."

Regina steeled her jaw. "What if they're too much for you to handle? What if I'm the evil queen and Henry's right?"

Emma completely closed the gap between them, their bodies pressed together as she moved her palm to cup the older woman's cheek. "Then I know why you would do something like that. You were in pain."

Regina looked at Emma as if she was the only person who understood. After decades of living in a time freeze where the evil within just churned inside her, Regina finally felt it begin to slowly thin itself out. She didn't know whether Emma would stay true to her word. She didn't know if Emma's love was true. All she knew was that this amazing woman was offering her a chance at happiness, not through some dark curse or act of trickery, but through love.

"Did you write that for me?" Regina asked.

Emma blushed. "If I say yes, will you let me in?"

Regina's answer came in the form of an endearing kiss. She could feel the blonde smiling against her mouth, and somewhere near the top of the stairs, she could have sworn she heard Henry whisper a joyous "Yes!"

* * *

**Don't forget to review! I'd love to hear your comments and criticisms!**


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